SEC Filing | Progress Software Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FREEDMAN JAMES

(Last)

(First)

(Middle)

14 OAK PARK

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2004

3. Issuer Name and Ticker or Trading Symbol
PROGRESS SOFTWARE CORP /MA [ PRGS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior VP & General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,434	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option	03/01/1999⁽¹⁾	02/09/2009	Common Stock	4,970⁽²⁾	12.8125	D
Incentive Stock Option	03/01/2000⁽³⁾	02/17/2010	Common Stock	12,700⁽⁴⁾	19.25	D
Nonqualified Stock Option	03/01/2000⁽³⁾	02/17/2010	Common Stock	12,300⁽⁵⁾	19.25	D
Incentive Stock Option	10/06/2000⁽⁶⁾	10/05/2010	Common Stock	30⁽⁷⁾	12.0625	D
Nonqualified Stock Option	10/06/2000⁽⁶⁾	10/05/2010	Common Stock	4,565⁽⁸⁾	12.0625	D
Incentive Stock Option	04/03/2001⁽⁹⁾	04/02/2011	Common Stock	600⁽¹⁰⁾	12.8125	D
Nonqualified Stock Option	04/03/2001⁽⁹⁾	04/02/2011	Common Stock	12,228⁽¹¹⁾	12.8125	D
Nonqualified Stock Option	10/10/2001⁽¹²⁾	10/09/2011	Common Stock	25,647⁽¹³⁾	13.084	D
Nonqualified Stock Option	08/02/2002⁽¹⁴⁾	08/01/2012	Common Stock	73,000⁽¹⁵⁾	13.24	D
Nonqualified Stock Option	03/01/2003⁽¹⁶⁾	02/23/2013	Common Stock	37,500⁽¹⁷⁾	15.07	D
Nonqualified Stock Option	11/11/2003⁽¹⁸⁾	11/10/2013	Common Stock	37,500⁽¹⁷⁾	21.86	D
Nonqualified Stock Option	05/24/2004⁽¹⁹⁾	05/23/2014	Common Stock	22,500⁽²⁰⁾	18.15	D

Explanation of Responses:

1. The option vests in equal monthly increments over a sixty (60) month period, commencing March 1, 1999.

2. On August 9, 2004, options to purchase all 4,970 shares were vested.

3. The option vests in equal monthly increments over a sixty (60) month period, commencing March 1, 2000.

4. On August 9, 2004, options to purchase 11,430 shares were vested.

5. On August 9, 2004, options to purchase 11,070 shares were vested.

6. The option vests on the date of the grant with respect to eight-sixtieths (8/60) of the total amount, thereafter in equal monthly increments over a fifty two (52) month period, commencing November 1, 2000.

7. On August 9, 2004, options to purchase 20 shares were vested.

8. On August 9, 2004, options to purchase 2,075 shares were vested.

9. The option vests on the date of the grant with respect to two-sixtieths (2/60) of the total amount, thereafter in equal monthly increments over a fifty eight (58) month period, commencing May 1, 2001.

10. On August 9, 2004, options to purchase 420 shares were vested.

11. On August 9, 2004, options to purchase 2,658 shares were vested.

12. The option vests on the date of the grant with respect to eight-sixtieths (8/60) of the total amount, thereafter in equal monthly increments over a fifty two (52) month period, commencing November 1, 2001.

13. On August 9, 2004, options to purchase 15,897 shares were vested.

14. The option vests on the date of the grant with respect to six-sixtieths (6/60) of the total amount, thereafter in equal monthly increments over a fifty four (54) month period, commencing September 1, 2002.

15. On August 9, 2004, options to purchase 35,500 shares were vested.

16. The option vests in equal monthly increments over a sixty (60) month period, commencing March 1, 2003.

17. On August 9, 2004, options to purchase 11,250 shares were vested.

18. The option vests on the date of the grant with respect to nine-sixtieths (9/60) of the total amount, thereafter in equal monthly increments over a fifty one (51) month period, commencing December 1, 2003.

19. The option vests on the date of the grant with respect to three-sixtieths (3/60) of the total amount, thereafter in equal monthly increments over a fifty seven (57) month period, commencing June 1, 2004.

20. On August 9, 2004, options to purchase 2,250 shares were vested.

Remarks:

	James D. Freedman	08/19/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and appoints each of James W. Romeo, Associate General Counsel of Progress Software Corporation (the "Company") and Robert L. Birnbaum, Esq. of Foley Hoag & Eliot LLP, signing singly, with full power of substitution, the undersigned's true and lawful attorney-in-fact to:



1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Form 144 Notice of Proposed Sale of Securities pursuant to Rule 144 under the Securities Act of 1933;



2. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% shareholder of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;



3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 144, 3, 4 or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and



4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Rule 144 under the Securities Act of 1933, as amended and Section 16 of the Securities Exchange Act of 1934, as amended.





This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 144, 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed this 16th day of August, 2004.





        /s/ James D. Freedman_____

        Signature



        ___ James D. Freedman_____

        Print Name